GP-Led Secondary Restructuring - Continuation Fund
Recording the transfer of select portfolio assets from an existing fund into a new continuation vehicle (GP-led secondary), where existing LPs can cash out or roll into the new vehicle.
| Account Name | Type | Debit ($) | Credit ($) |
|---|---|---|---|
| Investment in Continuation Vehicle - Portfolio Co. I | Asset (+) | 25,000,000.00 | - |
| Investments at Fair Value - Portfolio Co. I (Old Fund) | Asset (-) | - | 25,000,000.00 |
💡 Accountant's Note
GP-led secondaries allow a GP to extend the life of high-performing assets beyond the main fund's term. The asset is transferred at independently determined fair value to a new continuation vehicle. Existing LPs can elect to receive cash (paid by secondary investors buying into the continuation vehicle) or roll their interest into the new vehicle. A fairness opinion from an independent advisor is market standard.
Practitioner & Systems Framework
💻 ERP Architecture
The continuation vehicle is a new legal entity requiring its own fund setup, including GP entity, LPA, and fund accounting system. The old fund derecognizes the asset at fair value (which should match the consideration received from the continuation vehicle). No gain/loss arises if transferred at NAV.
⚠️ Audit Flags
GP-led secondaries are heavily scrutinized for conflicts of interest. Auditors (and LPs/LPAC) will review the independent valuation/fairness opinion, the process for ensuring LPs received fair value, and SEC compliance (these transactions are now subject to enhanced SEC disclosure requirements).
📄 Required Documentation
Independent fairness opinion, LPAC consent, LP election forms (cash out vs. roll), continuation vehicle LPA, transfer agreement at agreed valuation, SEC Form ADV disclosures.
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